exv10w13



 





Exhibit 10.13




FORM OF

EMPLOYMENT AGREEMENT




     THIS
AGREEMENT (the “Agreement”), made this
____ day of ____, 2005,
by and between FEDFIRST FINANCIAL CORPORATION, a federally chartered
corporation (the “Company”), FIRST FEDERAL SAVINGS BANK, a federally chartered
savings bank (the “Bank”), and Robert L. Breslow (the “Executive”).



     WHEREAS, Executive serves in a position of substantial responsibility; and



     WHEREAS, the Company and the Bank wish to assure the services of Executive
for the period provided in this Agreement; and



     WHEREAS, Executive is willing to serve in the employ of the Bank on a
full-time basis for said period.



     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties
hereby agree as follows:



     1. Employment. Executive is employed as Senior Vice President and Chief
Financial Officer of the Company and the Bank. Executive shall perform all
duties and shall have all powers which are commonly incident to the offices of
Senior Vice President and Chief Financial Officer or which, consistent with
those offices, are delegated to him by the Chief Executive Officer of the
Company and the Bank or the Boards of Directors of the Company or the Bank.
During the term of this Agreement, Executive also agrees to serve, if elected,
as an officer and/or director of any subsidiary of the Company and the Bank and
in such capacity will carry out such duties and responsibilities as are
reasonably appropriate to that office.



     2. Location and Facilities. Executive will be furnished with the working
facilities and staff customary for executive officers with the title and duties
set forth in Section 1 and as are necessary for him to perform his duties. The
location of such facilities and staff shall be at the principal administrative
offices of the Company and the Bank, or at such other site or sites customary
for such offices.



     3. Term.




	a.	 	The term of this Agreement shall be (i) the initial term,
consisting of the period commencing on the date of this Agreement
(the “Effective Date”) and ending on December 31, 2006, plus (ii)
any and all extensions of the initial term made pursuant to this
Section 3.
	 
	b.	 	Commencing on December 31, 2005, and continuing on each
December 31st thereafter, the disinterested members of the boards of
directors of the Bank and the Company may extend the Agreement an
additional year, unless Executive elects not




 









 






	 	 	to extend the term of this Agreement by giving written notice in
accordance with Section 19 of this Agreement. The Board of
Directors of the Bank (the “Board”) will review the Agreement and
Executive’s performance annually prior to December 31st of each
year for purposes of determining whether to extend the Agreement
and the rationale and results thereof shall be included in the
minutes of the Board’s meeting. The Board shall give notice to
Executive as soon as possible after such review as to whether the
Agreement is to be extended.





     4. Base Compensation.




	a.	 	The Company and the Bank agree to pay Executive a base salary
at the rate of $112,000 per year, payable in accordance with
customary payroll practices.
	 
	b.	 	The Board shall review annually the rate of Executive’s base
salary based upon factors they deem relevant, and may maintain or
increase his base salary, provided that no such action shall reduce
the rate of base salary below the rate in effect on the Effective
Date.
	 
	c.	 	In the absence of action by the Board, Executive shall
continue to receive his base salary at the annual rate specified on
the Effective Date or, if another rate has been established under
the provisions of this Section 4, the rate last properly established
by action of the Board under the provisions of this Section 4.





     5. Bonuses. Executive shall be entitled to participate in discretionary
bonuses or other incentive compensation programs that the Company and the Bank
may award from time to time to senior management employees pursuant to bonus
plans or otherwise.



     6. Benefit Plans. Executive shall also be entitled to participate in such
medical, dental, pension, profit sharing, retirement and stock-based
compensation plans and other programs and arrangements as may be approved from
time to time by the Company and the Bank for the benefit of their employees.



     7. Vacation and Leave.




	a.	 	Executive shall be entitled to vacations and other leave in
accordance with the Bank’s policy for senior executives, or
otherwise as approved by the Board.
	 
	b.	 	In addition to paid vacations and other leave, Executive
shall be entitled, without loss of pay, to absent himself
voluntarily from the performance of his employment for such
additional periods of time and for such valid and legitimate reasons
as the Board may, in its discretion, determine. Further, the Board
may grant to Executive a leave or leaves of absence, with or without
pay, at such time or times and upon such terms and conditions as the
Board in its discretion may determine.





     8. Expense Payments and Reimbursements. Executive shall be reimbursed for
all reasonable out-of-pocket business expenses that he shall incur in
connection with his services under



2









 







this Agreement upon substantiation of such
expenses in accordance with applicable policies of the Company and the Bank.



     9. Automobile Allowance. During the term of this Agreement, the Company
or the Bank shall provide Executive with an automobile to be selected by
Executive, subject to approval by the Compensation Committee of the Board of
Directors of the Bank. The Bank shall annually include on Executive’s Form W-2
any amount of income attributable to Executive’s personal use of the
automobile. The Bank shall maintain minimum liability insurance coverage on
the automobile and shall have Executive named as the insured on the automobile
insurance policy. [Upon termination of Executive’s employment hereunder (other
than a termination for Cause, as defined in Section 11d. hereof), he shall have
the option of purchasing the vehicle from the Company or the Bank for an amount
equal to its fair market value.] Executive agrees to maintain the vehicle in
accordance with any applicable warranty provisions, and the Company or the Bank
agrees to reimburse Executive for maintenance and upkeep, including gasoline,
subject to submission of such documentation as may be reasonably required by
the Bank.



     10. Loyalty and Confidentiality.




	a.	 	During the term of this Agreement, Executive: (i) shall
devote all his time, attention, skill, and efforts to the faithful
performance of his duties hereunder; provided, however, that from
time to time, Executive may serve on the boards of directors of,
and hold any other offices or positions in, companies or
organizations which will not present any conflict of interest with
the Company and the Bank or any of their subsidiaries or affiliates,
unfavorably affect the performance of Executive’s duties pursuant to
this Agreement, or violate any applicable statute or regulation and
(ii) shall not engage in any business or activity contrary to the
business affairs or interests of the Company and the Bank.
	 
	b.	 	Nothing contained in this Agreement shall prevent or limit
Executive’s right to invest in the capital stock or other securities
of any business dissimilar from that of the Company and the Bank,
or, solely as a passive, minority investor, in any business.
	 
	c.	 	Executive agrees to maintain the confidentiality of any and
all information concerning the operation or financial status of the
Company and the Bank; the names or addresses of any of its
borrowers, depositors and other customers; any information
concerning or obtained from such customers; and any other
information concerning the Company and the Bank to which he may be
exposed during the course of his employment. Executive further
agrees that, unless required by law or specifically permitted by the
Board in writing, he will not disclose to any person or entity,
either during or subsequent to his employment, any of the
above-mentioned information which is not generally known to the
public, nor shall he employ such information in any way other than
for the benefit of the Company and the Bank.





     11. Termination and Termination Pay. Subject to Section 12 of this
Agreement, Executive’s employment under this Agreement may be terminated in the
following circumstances:



3









 






	a.	 	Death. Executive’s employment under this Agreement shall
terminate upon his death during the term of this Agreement, in which
event Executive’s estate shall be entitled to receive the
compensation due to Executive through the last day of the calendar
month in which his death occurred.
	 
	b.	 	Retirement. This Agreement shall be terminated upon
Executive’s retirement under the retirement benefit plan or plans in
which he participates pursuant to Section 6 of this Agreement or
otherwise.
	 
	c.	 	Disability.






	i.	 	The Board or Executive may terminate Executive’s
employment after having determined Executive has a Disability.
For purposes of this Agreement, “Disability” means a physical
or mental infirmity that impairs Executive’s ability to
substantially perform his duties under this Agreement and that
results in Executive becoming eligible for long-term
disability benefits under any long-term disability plans of
the Company and the Bank (or, if there are no such plans in
effect, that impairs Executive’s ability to substantially
perform his duties under this Agreement for a period of one
hundred eighty (180) consecutive days). The Board shall
determine whether or not Executive is and continues to be
permanently disabled for purposes of this Agreement in good
faith, based upon competent medical advice and other factors
that they reasonably believe to be relevant. As a condition
to any benefits, the Board may require Executive to submit to
such physical or mental evaluations and tests as it deems
reasonably appropriate.
	 
	ii.	 	In the event of such Disability, Executive’s
obligation to perform services under this Agreement will
terminate. The Bank will pay Executive, as Disability pay,
one hundred percent (100%) of Executive’s annual base salary
in effect as of the date of his termination of employment due
to Disability. Disability payments will be made in equal
installments on a monthly basis, commencing on the first day
of the month following the effective date of Executive’s
termination of employment for Disability and ending on the
earlier of: (A) the date he returns to full-time employment at
the Bank in the same capacity as he was employed prior to his
termination for Disability; (B) his death; (C) upon his
attainment of age 65; or (D) six months from the date
Executive terminates employment with the Bank and/or the
Company due to Disability. Disability payments shall be
reduced by the amount of any short- or long-term disability
benefits payable to Executive under any other disability
programs sponsored by the Company and the Bank. In addition,
during any period of Executive’s Disability, Executive and his
dependents shall, to the greatest extent possible, continue to
be covered under all benefit
plans (including, without limitation, retirement plans and
medical, dental and life insurance plans) of the Company and
the Bank, in which Executive participated prior to his
Disability on the same terms as if Executive were actively
employed by the Company and the Bank.




4









 












	d.	 	Termination for Cause.






	i.	 	The Board may, by written notice to Executive in
the form and manner specified in this paragraph, immediately
terminate his employment at any time for “Cause.” Executive
shall have no right to receive compensation or other benefits
for any period after termination for Cause except for vested
benefits. Termination for Cause shall mean termination
because of, in the good faith determination of the Board,
Executive’s:






	(1)	 	Personal dishonesty;
	 
	(2)	 	Incompetence;
	 
	(3)	 	Willful misconduct;
	 
	(4)	 	Breach of fiduciary duty involving
personal profit;
	 
	(5)	 	Intentional failure to perform stated
duties under this Agreement;
	 
	(6)	 	Willful violation of any law, rule or
regulation (other than traffic violations or similar
offenses) that reflects adversely on the reputation of
the Company and the Bank, any felony conviction, any
violation of law involving moral turpitude, or any
violation of a final cease-and-desist order; or
	 
	(7)	 	Material breach by Executive of any
provision of this Agreement.






	ii.	 	Notwithstanding the foregoing, Executive shall
not be deemed to have been terminated for Cause by the Company
and the Bank unless there shall have been delivered to
Executive a copy of a resolution duly adopted by the
affirmative vote of a majority of the entire membership of the
Board at a meeting of such Board called and held for the
purpose (after reasonable notice to Executive and an
opportunity for Executive to be heard before the Board with
counsel), of finding that, in the good faith opinion of the
Board, Executive was guilty of the conduct described above and
specifying the particulars thereof.






	e.	 	Voluntary Termination by Executive. In addition to his other
rights to terminate under this Agreement, Executive may voluntarily
terminate employment during the term of this Agreement upon at least
sixty (60) days prior written notice to the Board,
in which case Executive shall receive only his compensation, vested
rights and employee benefits up to the date of his termination.
	 




5









 












	f.	 	Without Cause or With Good Reason.
	 



	i.	 	In addition to termination pursuant to Sections
11(a) through 11(e), the Board may, by written notice to
Executive, immediately terminate his employment at any time
for a reason other than Cause (a termination “Without Cause”)
and Executive may, by written notice to the Board, immediately
terminate this Agreement at any time within ninety (90) days
following an event constituting “Good Reason,” as defined
below (a termination “With Good Reason”).
	 
	ii.	 	Subject to Section 12 of this Agreement, in the
event of termination under this Section 11(f), Executive shall
be entitled to receive his base salary for the remaining term
of the Agreement paid in one lump sum within ten (10) calendar
days of such termination. Also, in such event, Executive
shall, for the remaining term of the Agreement, receive the
benefits he would have received during the remaining term of
the Agreement under any retirement programs (whether
tax-qualified or non-qualified) in which Executive
participated prior to his termination (with the amount of the
benefits determined by reference to the benefits received by
Executive or accrued on his behalf under such programs during
the twelve (12) months preceding his termination) and continue
to participate in any benefit plans of the Company and the
Bank that provide health (including medical and dental), life
or disability insurance, or similar coverage, upon terms no
less favorable than the most favorable terms provided to
senior executives of the Company and the Bank during such
period. In the event that the Company and the Bank are unable
to provide such coverage because Executive is no longer an
employee, the Company and the Bank shall provide Executive
with comparable coverage on an individual policy basis.
	 
	iii.	 	“Good Reason” shall exist if, without Executive’s
express written consent, the Company and the Bank materially
breach any of their respective obligations under this
Agreement. Without limitation, such a material breach shall
be deemed to occur upon any of the following:






	(1)	 	A material reduction in Executive’s
responsibilities or authority in connection with his
employment with the Company or the Bank;
	 
	(2)	 	Assignment to Executive of duties of
a non-executive nature or duties for which he is not
reasonably equipped by his skills and experience;
	 
	(3)	 	A reduction in salary or benefits
contrary to the terms of this Agreement, or, following a
Change in Control as defined in Section
12 of this Agreement, any reduction in salary or
material reduction in benefits below the amounts to
which Executive was entitled prior to the Change in
Control;
	 
	(4)	 	Termination of incentive and benefit
plans, programs or arrangements, or reduction of
Executive’s participation to such an




6









 






	 	 	extent as to
materially reduce their aggregate value below their
aggregate value as of the Effective Date;
	 
	(5)	 	A relocation of Executive’s principal
business office by more than thirty (30) miles from its
current location; or
	 
	(6)	 	Liquidation or dissolution of the Company or the Bank.






	iv.	 	Notwithstanding the foregoing, a reduction or
elimination of Executive’s benefits under one or more benefit
plans maintained by the Company or the Bank as part of a good
faith, overall reduction or elimination of such plans or
benefits thereunder applicable to all participants in a manner
that does not discriminate against Executive (except as such
discrimination may be necessary to comply with law) shall not
constitute an event of Good Reason or a material breach of
this Agreement, provided that benefits of the same type or to
the same general extent as those offered under such plans are
not available to other officers of the Company and the Bank,
or any company that controls either of them, under a plan or
plans in or under which Executive is not entitled to
participate subsequent to such reduction or elimination of
benefits.






	g.	 	Continuing Covenant Not to Compete or Interfere with
Relationships. Regardless of anything herein to the contrary,
following a termination by the Company and the Bank or Executive
pursuant to Section 11(f):






	i.	 	Executive’s obligations under Section 10(c) of
this Agreement will continue in effect; and
	 
	ii.	 	During the period ending on the first anniversary
of such termination, Executive shall not serve as an officer,
director or employee of any bank holding company, bank,
savings Bank, savings and loan holding company, or mortgage
company (any of which is referred to herein as a “Financial
Institution”) which Financial Institution offers products or
services competing with those offered by the Bank from any
office within fifty (50) miles from the main office or any
branch of the Bank and shall not interfere with the
relationship of the Company and the Bank and any of its
employees, agents, or representatives.






	h.	 	Resignation from the Boards of Directors
	 
	 	 	In the event Executive’s employment with the Bank or the Company is
terminated for any reason, Executive agrees to resign from the
Board of Directors of the Bank, the Company, FedFirst Financial
Mutual Holding Company and any other entity affiliated with any of
them as of the effective date of his termination of employment.





7









 





     12. Termination in Connection with a Change in Control.



	a.	 	For purposes of this Agreement, a “Change in Control” means
any of the following events:






	i.	 	Merger: The Company merges into or consolidates
with another corporation, or merges another corporation into
the Company, and as a result less than a majority of the
combined voting power of the resulting corporation immediately
after the merger or consolidation is held by persons who were
stockholders of the Company immediately before the merger or
consolidation.
	 
	ii.	 	Acquisition of Significant Share Ownership:
There is filed, or required to be filed, a report on Schedule
13D or another form or schedule (other than Schedule 13G)
required under Sections 13(d) or 14(d) of the Securities
Exchange Act of 1934, if the schedule discloses that the
filing person or persons acting in concert has or have become
the beneficial owner of 25% or more of a class of the
Company’s voting securities, but this clause (ii) shall not
apply to beneficial ownership of Company voting shares held in
a fiduciary capacity by an entity of which the Company
directly or indirectly beneficially owns 50% or more of its
outstanding voting securities.
	 
	iii.	 	Change in Board Composition: During any period
of two consecutive years, individuals who constitute the
Company’s Board of Directors at the beginning of the two-year
period cease for any reason to constitute at least a majority
of the Company’s Board of Directors; provided, however, that
for purposes of this clause (iii), each director who is first
elected by the board (or first nominated by the board for
election by the stockholders) by a vote of at least two-thirds
(2/3) of the directors who were directors at the beginning of
the two-year period shall be deemed to have also been a
director at the beginning of such period; or
	 
	iv.	 	Sale of Assets: The Company sells to a third
party all or substantially all of its assets.






	 	 	Notwithstanding anything in this Agreement to the contrary, in no
event shall the reorganization of the Bank from the mutual holding
company form of organization to the full stock holding company form
of organization (including the elimination of the
mutual holding company) constitute a “Change in Control” for
purposes of this Agreement.
	 
	b.	 	Termination. If within the period ending one (1) year after
a Change in Control, (i) the Company and the Bank shall terminate
Executive’s employment Without Cause, or (ii) Executive voluntarily
terminates his employment With Good Reason, the Company and the Bank
shall, within ten calendar days of the termination of Executive’s
employment, make a lump-sum cash payment to him equal to three (3)
times the average of Executive’s base salary and bonus over the five
(5) most




8









 






	 	 	recently completed calendar years ending with the year
immediately preceding the effective date of the Change in Control.
The cash payment made under this Section 12(b) shall be made in lieu
of any payment also required under Section 11(f) of this Agreement
because of a termination in such period. Executive’s rights under
Section 11(f) are not otherwise affected by this Section 12. Also,
in such event, Executive shall, for a thirty-six (36) month period
following his termination of employment, receive the benefits he
would have received over such thirty-six (36) month period under any
retirement programs (whether tax-qualified or nonqualified) in which
Executive participated prior to his termination (with the amount of
the benefits determined by reference to the benefits received by
Executive or accrued on his behalf under such programs during the
twelve (12) months preceding the Change in Control) and continue to
participate in any benefit plans of the Company and the Bank that
provide health (including medical and dental), life or disability
insurance, or similar coverage upon terms no less favorable than the
most favorable terms provided to senior executives of the Bank
during such period. In the event that the Company and the Bank are
unable to provide such coverage because Executive is no longer an
employee, the Company and the Bank shall provide Executive with
comparable coverage under an individual policy.
	 
	c.	 	The provisions of Section 12 and Sections 14 through 25,
including the defined terms used in such sections, shall continue in
effect until the later of the expiration of this Agreement or three
(3) years following a Change in Control.





     13. Indemnification and Liability Insurance.




	a.	 	Indemnification. The Company and the Bank agree to indemnify
Executive (and his heirs, executors, and administrators), and to
advance expenses related thereto, to the fullest extent permitted
under applicable law and regulations against any and all expenses
and liabilities reasonably incurred by him in connection with or
arising out of any action, suit, or proceeding in which he may be
involved by reason of his having been a director or Executive of the
Company, the Bank or any of their subsidiaries (whether or not he
continues to be a director or Executive at the time of incurring any
such expenses or liabilities) such expenses and liabilities to
include, but not be limited to, judgments, court costs, and
attorneys’ fees and the costs of reasonable settlements, such
settlements to be approved by the Board, if such action is brought
against Executive in his capacity as an Executive or director of the
Company and the Bank or any of their subsidiaries. Indemnification
for expenses shall not extend to matters for which Executive has
been terminated for Cause. Nothing contained herein shall be
deemed to provide indemnification prohibited by applicable law or
regulation. Notwithstanding anything herein to the contrary, the
obligations of this Section 13 shall survive the term of this
Agreement by a period of six (6) years.
	 
	b.	 	Insurance. During the period in which indemnification of
Executive is required under this Section, the Company and the Bank
shall provide Executive (and his heirs, executors, and
administrators) with coverage under a directors’ and officers’
liability




9









 






	 	 	policy at the expense of the Company and the Bank, at
least equivalent to such coverage provided to directors and senior
executives of the Company and the Bank.





     14. Reimbursement of Executive’s Expenses to Enforce this Agreement. The
Company and the Bank shall reimburse Executive for all out-of-pocket expenses,
including, without limitation, reasonable attorneys’ fees, incurred by
Executive in connection with successful enforcement by Executive of the
obligations of the Company and the Bank to Executive under this Agreement.
Successful enforcement shall mean the grant of an award of money or the
requirement that the Company and the Bank take some action specified by this
Agreement: (i) as a result of court order; or (ii) otherwise by the Company and
the Bank following an initial failure of the Company and the Bank to pay such
money or take such action promptly after written demand therefor from Executive
stating the reason that such money or action was due under this Agreement at or
prior to the time of such demand.



     15. Limitation of Benefits Under Certain Circumstances. If the payments
and benefits pursuant to Section 12 of this Agreement, either alone or together
with other payments and benefits which Executive has the right to receive from
the Company and the Bank, would constitute a “parachute payment” under Section
280G of the Code, the payments and benefits pursuant to Section 12 shall be
reduced or revised, in the manner determined by Executive, by the amount, if
any, which is the minimum necessary to result in no portion of the payments and
benefits under Section 12 being non-deductible to the Company and the Bank
pursuant to Section 280G of the Code and subject to the excise tax imposed
under Section 4999 of the Code. The determination of any reduction in the
payments and benefits to be made pursuant to Section 12 shall be based upon the
opinion of the Company and the Bank’s independent public accountants and paid
for by the Company and the Bank. In the event that the Company, the Bank
and/or Executive do not agree with the opinion of such counsel, (i) the Company
and the Bank shall pay to Executive the maximum amount of payments and benefits
pursuant to Section 12, as selected by Executive, which such opinion indicates
there is a high probability do not result in any of such payments and benefits
being non-deductible to the Company and the Bank and subject to the imposition
of the excise tax imposed under Section 4999 of the Code and (ii) the Company
and the Bank may request, and Executive shall have the right to demand that
they request, a ruling from the IRS as to whether the disputed payments and
benefits pursuant to Section 12 have such consequences. Any such request for a
ruling from the IRS shall be promptly prepared and filed by the Company and the
Bank, but in no event later than thirty (30) days from the date of the opinion
of counsel referred to above, and shall be subject to Executive’s approval
prior to filing, which shall not be unreasonably withheld. The Company, the
Bank and Executive agree to be bound by any ruling received from the IRS and to
make appropriate payments to each other to reflect any such rulings, together
with interest at the applicable federal rate provided for in Section 7872(f)(2)
of the Code. Nothing contained herein shall result in a reduction of any
payments or benefits to which Executive may be entitled upon termination of
employment other than pursuant to Section 12 hereof, or a reduction in the
payments and benefits specified in Section 12 below zero.



     16. Injunctive Relief. If there is a breach or threatened breach of
Section 11(g) of this Agreement or the prohibitions upon disclosure contained
in Section 10(c) of this Agreement, the parties agree that there is no adequate
remedy at law for such breach, and that the Company and the Bank shall be
entitled to injunctive relief restraining Executive from such breach or
threatened



10









 







breach, but such relief shall not be the exclusive remedy hereunder
for such breach. The parties hereto likewise agree that Executive, without
limitation, shall be entitled to injunctive relief to enforce the obligations
of the Company and the Bank under this Agreement.



     17. Successors and Assigns.




	a.	 	This Agreement shall inure to the benefit of and be binding
upon any corporate or other successor to the Company and the Bank
which shall acquire, directly or indirectly, by merger,
consolidation, purchase or otherwise, all or substantially all of
the assets or stock of the Company and the Bank.
	 
	b.	 	Since the Company and the Bank are contracting for the unique
and personal skills of Executive, Executive shall be precluded from
assigning or delegating his rights or duties hereunder without first
obtaining the written consent of the Company and the Bank.





     18. No Mitigation. Executive shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment or
otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to Executive in any subsequent employment.



     19. Notices. All notices, requests, demands and other communications in
connection with this Agreement shall be made in writing and shall be deemed to
have been given when delivered by hand or 48 hours after mailing at any general
or branch United States Post Office, by registered or certified mail, postage
prepaid, addressed to the Company and/or the Bank at their principal business
offices and to Executive at his home address as maintained in the records of
the Company and the Bank.



     20. No Plan Created by this Agreement. Executive, the Company and the
Bank expressly declare and agree that this Agreement was negotiated among them
and that no provision or provisions of this Agreement are intended to, or shall
be deemed to, create any plan for purposes of the Employee Retirement Income
Security Act or any other law or regulation, and each party expressly waives
any right to assert the contrary. Any assertion in any judicial or
administrative
filing, hearing, or process that such a plan was so created by this Agreement
shall be deemed a material breach of this Agreement by the party making such an
assertion.



     21. Amendments. No amendments or additions to this Agreement shall be
binding unless made in writing and signed by all of the parties, except as
otherwise specifically provided in this Agreement.



     22. Applicable Law. Except to the extent preempted by federal law, the
laws of the Commonwealth of Pennsylvania shall govern this Agreement in all
respects, whether as to its validity, construction, capacity, performance or
otherwise.



11









 





     23. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.



     24. Headings. Headings contained herein are for convenience of reference
only.



     25. Entire Agreement. This Agreement, together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement among the parties hereto with respect to the subject
matter hereof, other than written agreements with respect to specific plans,
programs or arrangements as described in Sections 5 and 6.



     26. Required Provisions. In the event any of the foregoing provisions of
this Section 26 are in conflict with the terms of this Agreement, this Section
26 shall prevail.




	a.	 	The Bank may terminate Executive’s employment at any time,
but any termination by the Bank, other than termination for Cause,
shall not prejudice Executive’s right to compensation or other
benefits under this Agreement. Executive shall not have the right
to receive compensation or other benefits for any period after
termination for Cause as defined in Section 11(d) above.
	 
	b.	 	If Executive is suspended from office and/or temporarily
prohibited from participating in the conduct of the Bank’s affairs
by a notice served under Section 8(e)(3) or 8(g)(1) of the Federal
Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1); the
Bank’s obligations under this contract shall be suspended as of the
date of service, unless stayed by appropriate proceedings. If the
charges in the notice are dismissed, the Bank may, in its
discretion: (i) pay Executive all or part of the compensation
withheld while its contract obligations were suspended; and (ii)
reinstate (in whole or in part) any of the obligations which were
suspended.
	 
	c.	 	If Executive is removed and/or permanently prohibited from
participating in the conduct of the Bank’s affairs by an order
issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit
Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all
obligations of the Bank under this contract shall terminate as of
the effective date of the order, but vested rights of the
contracting parties shall not be affected.
	 
	d.	 	If the Bank is in default as defined in Section 3(x)(1) of
the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all
obligations of the Bank under this contract shall terminate as of
the date of default, but this paragraph shall not affect any vested
rights of the contracting parties.
	 
	e.	 	All obligations of the Bank under this contract shall be
terminated, except to the extent it is determined that continuation
of the contract is necessary for the continued operation of the
institution: (i) by the Director of the OTS (or his designee), the
FDIC or the Resolution Trust Corporation, at the time the FDIC
enters into an agreement to provide assistance to or on behalf of
the Bank under the authority contained in Section 13(c) of the
Federal Deposit Insurance Act, 12 U.S.C. Section




12









 






	 	 	1823(c); or (ii) by
the Director of the OTS (or his designee) at the time the Director
(or his designee) approves a supervisory merger to resolve problems
related to the operations of the Bank or when the Bank is determined
by the Director to be in an unsafe or unsound condition. Any rights
of the parties that have already vested, however, shall not be
affected by such action.
	 
	f.	 	Any payments made to Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon compliance with 12
U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359,
Golden Parachute and Indemnification Payments.




13









 











     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first set forth above.



	 	 	 	 	 
	ATTEST:	 	FEDFIRST FINANCIAL CORPORATION
	 
	 	 	 	 
	                                                         

	 	By:
	 	                                                         
	Corporate Secretary

	 	 	 	For the Entire Board of Directors
	 
	 	 	 	 
	ATTEST:	 	FIRST FEDERAL SAVINGS BANK
	 
	 	 	 	 
	                                                         

	 	By:
	 	                                                         
	Corporate Secretary

	 	 	 	For the Entire Board of Directors
	 
	 	 	 	 
	WITNESS:	 	EXECUTIVE
	 
	 	 	 	 
	                                                         

	 	By:
	 	                                                         
	Corporate Secretary

	 	 	 	Robert L. Breslow








14